KELLTON TECH SOLUTIONS LIMITED*

Transcription

1 UNDER THE COMPANIES ACT, 1956 (1 OF 1956) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF KELLTON TECH SOLUTIONS LIMITED* * (The Name of Company was changed from VMF SOFT TECH LIMITED to KELLTON TECH SOLUTIONS LIMITED, pursuant to approval of the Scheme of Arrangement and Amalgamation by High Court of Andhra Pradesh) I. The name of the Company is KELLTON TECH SOLUTIONS LIMITED II. The Registered Office of the Company will be situated in the State of Andhra Pradesh. III. The objects for which the company is established are: (A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE: 1. To develop, provide, undertake, design, import, export, distribute and deal in Systems and application software for microprocessor based information systems, off shore software development projects, internet service provider, and solutions in all areas of

2 application including those in Emerging niche segments like Internet and Intranet website applications solutions software enterprise, resource planning, e-commerce, value added products and other business applications either for its own use for sale in India or for export outside India and to design and develop such systems and application software for and on behalf of manufacturers owners and users of computer, telecom, digital, electronic equipments in India or elsewhere in the world. 2. To carry on the business of Software designing, development, customisation, implementation, maintenance, testing and benchmarking, designing, developing and dealing in computer software and solutions, and to import, export, sell, purchase, distribute, host (in data centres or over the web) or otherwise deal in own and third party computer software packages, programs and solutions, and to provide internet / web based applications, services and solutions, provide or take up Information technology related assignments on subcontracting basis, offering services onsite/ offsite or through development centres using owned /hired or third party infrastructure and equipment, providing recruitment and HR related services, providing and taking personnel / consultants/ human resources to / from other organizations, providing solutions/ Packages/ services through applications services provider mode via internet or otherwise, to undertake IT enabled services like call Centre Management, Medical and legal transcription, data processing, Back office processing, Accounting, HR and payroll processing, Insurance claims processing, credit card processing, loans and letters of credit processing, cheque processing, data warehousing and database management, to carry on the business of manufacturing, dealing and maintenance of computer hardware, computer systems and assemble data processors, program designs and to buy, sell or otherwise deal in such hardware and software packages and all types of tabulating machine, accounting machines, calculators, computerised telecommunication systems and network, their components, spare parts, equipments and devices in India or elsewhere in the world. 3. To manufacture, sell, export, import all kinds of electric & electronic components capable of being used in Electrical & mechanical and electronic Industries including Computers telecommunications to carry our software research and development, to design and develop system software, application software and any other software in India and abroad to start Integrated services Digital Local Network ( ISDLAN ) dial for data Centres technology parks, wide area network Internet, user net, cyber café services in India and abroad. 4. To establish, maintain, conduct, provide, procure or make available services of every kind including commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, communication and other technological social or other services and to carry on the business of the importer,

3 exporter, buyers, lesser and sellers of and dealers in all types of electronic components and equipment necessary for attaining the above objects in India or elsewhere in the world. 5. To develop Software for Computer System for Data Processing, Data Acquisition, Data Transmission, Industrial Instrumentation and Process Control and to act as Computer and Electronic Data Processing Consultants and Agents and to establish and run data processing centers and offer Consultancy and other services that are normally offered by data processing and computer centers to industrial, Commercial, Business and other types of Customer and to impart training on Computer Software and Hardware, Electronic Data Processing, to Customers and others. To design, develop, alter, make, manufacture, produce, process, assemble, contract for, buy, sell, export, import, trade, or lease, hire or otherwise deal in computers, computer machinery, spare parts, electronic components, hardware, software, disks, plotters, digitizers, electronic, electrical. (B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE: 1. To apply for, purchase or otherwise acquire any patents, brevets, invention, licenses, concessions and the like conferring an exclusive or non-exclusive or limited right to use any secret or other information as to any invention which may seem capable of being used for any of the purposes of the company or the acquisition of which may seem calculated directly or indirectly to benefit this company and to use, exercise, develop, grant, licenses in respect of or otherwise turn to account the property right and information so acquired. 2. To purchase, or take on lease or exchange, hire or otherwise acquire any real and personal property and rights and privileges, which company may think necessary or convenient for the purposes of its business and in particular purchase any land, building construction, basement's machinery, plant and stock-in-trade. 3. To open separate divisions/branches for different types of the activities throughout India and world. 4. To construct, maintain, alter, improve and enlarge any building or works necessary or convenient for the purposes of the Company.

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8 32. To provide Corporate Guarantee including Counter Guarantee by the Company to any party/person including Banks, Financial Institutions or Finance Companies for securing credit facilities obtained by any person including individuals, firms, bodies corporate including subsidiary companies, trusts, association of persons, consortium partners or any organization with or without any security therefore, in any form but shall not carry on the business of banking as defined under the Banking Regulation Act, To contract, carry out, maintain, improve factories, warehouses and other works and conveniences which may seem directly or indirectly conducive to any of the Company's object and to contribute, subside or otherwise assist or to take part such maintenance, management, working control superintendence. 34. To invest and deal with surplus moneys of any which the company does not require immediately in any form of investment including shares, stocks, bonds, debentures, obligations or other securities of any company or association or in Government securities or in deposit with Bank or Banks as may be considered desirable and from time to time to vary such investment in connection with the main business and subject to the provisions of the Companies Act, 2013 to lend money to such persons and on such terms and conditions as may seem expedient with or without security and in particular to customers and others having dealings with the company and to give any guarantee or indemnity as may seem expedient. But the company will not do banking business as defined under the Banking Regulation Act, Subject to the provisions of section 73 and other relevant sections of the Companies Act, 2013 and rules made there under and Directives of Reserve Bank of India to receive money on deposit with or without allowances of interest, to borrow or raise money with or without security and/or secure the payment of money by mortgage or by the issue of debentures or debenture-stock (perpetual, terminable or otherwise) bond mortgages, hypothecation, lien or any other security founded or based or charged upon all or any of the property or rights of the company or/in such other manner as the company shall think fit and for the purposes aforesaid to charge all or any of the Company's property or assets movable or immovable, liquid or otherwise present and future, including its uncalled capital and collaterally or further to secure any securities of the company by a trust deed or other assurance and to redeem, purchase or pay off any such security, provided that the company shall not do banking business as defined in the Banking Regulation Act, To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, hundies, bills of lading, warrants, debentures and other negotiable instruments subject to Reserve Bank of India's Directives. 37. To sell, improve, manage, develop, exchange, enfranchise, lease, mortgage, dispose off, turn to account or otherwise deal with all or any part of the property and rights of the company.

9 38. To do all or any of the above things in any part of the world and either as principals, agents, trustees or otherwise and either alone or in conjunction with others and by or through agents, sub-contractors, trustees or otherwise subject to law enforce. 39. To reimburse the cost of incorporation of the company, confirmation of all the preliminary contracts, agreement, and arrangement of the promoters as made for and on behalf of the company before its incorporation. 40. To open and operate any Bank deposit/loan accounts in any scheduled, nationalized or non -nationalized bank in India and abroad from time to time. (B) OTHER OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE: -Deleted- IV. The liability of the Members of the company is limited. V. The Authorised Share Capital of the Company is Rs. 28,50,00,000/- (Rupees Twenty Eight Crores, Fifty Lakhs) divided in to 5,70,00,000 (Five Crores, Seventy Lakhs) equity shares of Rs. 5/- (Rupees five) each. The company will have the right to increase or reduce its capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential,qualified or special rights privileges or conditions as may be determined by or in accordance with the regulations of the company for the time being to vary modify or abrogate any such rights, privileges or conditions in such manner as for the time being be provided by the Companies Act, 2013 or provided by the company for the time being.

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